LegalAI[Space]

Customer-side redline of a supplier MSA

A supplier sends its own paper and asks for signature by Friday. Reviewed from the customer side, the memo names three walk-away clauses and ranks the rest for negotiation.

Commercial · Commercial fee-earner, firm operations partner, in-house counsel

Start freeBook a walkthrough
Agents
Research, Contract
First draft
A ranked redline memo from one run; a follow-up chat answer checks the one point the partner will be asked about.

The problem

Supplier paper defaults run the other way from a customer's interest. A training licence over customer data, an asymmetric liability cap and a termination payout that survives the customer's own termination for the supplier's breach can all sit in ordinary-looking clauses.

  1. Step 01 of 05

    Open the matter

    Client is the firm, counterparty the supplier, jurisdiction England and Wales, with the supplier's signature deadline as a key date.

    Matters · Project Halcyon · SPA warranties and disclosureOpen

    Project Halcyon: SPA warranties and disclosure

    Buy-side warranty review, disclosure analysis and cited due-diligence grid.

    Client
    Halcyon Bidco Ltd
    Reference
    WC-2026-0412
    Practice area
    Corporate / M&A
    Jurisdiction
    England and Wales
    Responsible partner
    E. Vance
    No conflict check on file.

    Chat, on this matter

    Compare warranties with the disclosure letter.

    Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.

    Send a message… (@ to mention tools)BalancedPrepare for
    1. 25 Aug

      Disclosure exceptions matrix

      Chat

    2. 21 Aug

      Disclosure exceptions matrix

      Run · completed · 560 credits

    3. 18 Aug

      Project Halcyon: Disclosure Letter

      Document · indexed

    4. 16 Aug

      Project Halcyon: Share Purchase Agreement

      Document · indexed

    5. 4 Aug

      Matter opened

      Opened

  2. Step 02 of 05

    Dispatch the Contract Agent from the customer side

    The instruction states which side of the table the firm is on, ranks issues by commercial exposure, and asks for redline wording, a fallback position and whether each point is a walk-away.

    Agents · Contract Agent · New runMatter: Northgate · senior associate hire

    Agent

    Jurisdiction

    Prepare for

    Deliver as

    Instruction

    What should the agent look for?

    Documents

    Drop a contract, or pick one from the matter

    Also on the matter

    • Offer_letter_v3.pdf2 pages
    • Staff_handbook_2025.docx61 pages
    • Board_minute_14_Aug.pdf3 pages
    Platform model · zero data retention · audit register on

  3. Step 03 of 05

    Read the ranked issues

    The training licence over customer data, the liability asymmetry and the termination payout are marked walk-away; the rest are ordinary drafting to trade.

    Agents · Contract Agent · Employment Contract Compliance ReviewCompleted
    6 items need your confirmation14 authorities · Where we looked

    Senior Associate Employment Contract: English Law Review

    Summary

    1. 1.

      Clause 9(c), non-competeHigh

      The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.

      Tillman v Egon Zehnder Ltd [2019] UKSC 32
    2. 2.

      Clause 11, data and monitoringHigh

      Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.

      UK GDPR, Arts 6 and 9
    3. 3.

      Clause 4, holiday carry-overHigh

      The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.

      Working Time Regulations 1998, regs 13 to 13A

  4. Step 04 of 05

    Check one point in chat

    A follow-up question on what the training licence would give away in respect of client confidential information returns a plain answer with SRA and UK GDPR authorities.

    Matters · 14 Rowan Court, Flat 9 · ResearchSources ranked
    Matter: 14 Rowan CourtEngland and WalesResearch Agent
     
    Prepare for: Court-Ready · Deliver as: Word

    Where we looked

    • 1Your documentsLease, demand, correspondence
    • 2Primary law3 statutes, 1 judgment
    • 3Regulators and the recordNothing needed
    • 4Web searchOff for this question

    Authorities · 4

    • 1

      Law of Property Act 1925, s 146

      c 20
      not yet checked
    • 2

      Housing Act 1996, s 81

      c 52
      not yet checked
    • 3

      Commonhold and Leasehold Reform Act 2002, s 168

      c 15
      not yet checked
    • 4

      Escalus Properties Ltd v Robinson

      [1996] QB 231 (CA)
      not yet checked

  5. Step 05 of 05

    Sign off and share

    The partner confirms the action items, clicks Verify all, and downloads the Word memo with the redline wording as tracked proposals.

    Agents · Contract Agent · Employment Contract Compliance ReviewCompleted

    • Replace the UK/Ireland/EU non-compete with a 3 to 6 month restriction tied to competing corporate-law work.

    • Replace blanket data consent with a lawful-basis clause and a separate monitoring notice.

    • Remove the five-day carry-over cap and reference the statutory carry-over rules.

    • Narrow the client non-solicit to clients dealt with in the final 12 months.

    • Add an explicit working-time opt-out withdrawal mechanism.

    • Confirm the bonus clause states the discretion is exercised in good faith.

A document, not a transcript.

  • Three provisions marked walk-away, with redline wording and a fallback where one exists.
  • A ranked list of the remaining issues, each with proposed wording.
  • Action items and open questions the firm alone can answer, such as whether a DPIA already exists.
  • A plain-English answer on what the training licence would give away in respect of client confidentiality.

Authorities it checks

  • Cavendish Square Holding BV v Makdessi; ParkingEye Ltd v Beavis [2015] UKSC 67
  • SRA Code of Conduct for Firms
  • UK GDPR
Every source it may cite

What it does not do

  • It does not negotiate directly with the supplier. The redline is drafted for the associate to send.
  • It flags a transfer risk assessment as needed rather than performing one.
  • Most firms do not share this memo with the other side; the option exists but the default is to keep it internal.

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